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Home My Public Portal AboutRaymond, Mark - Attorney at Law1V3tiRK E. RAYMOND ATTORNEY AT LAW April 28, 2011 Town of Gulf Stream, Florida 100 Sea Road Gulfstream, Florida 33483 Re: Proposed Financing for utility undergrounding Ladies and Gentlemen: 4360 NORTHLAKE BOULEVARD SUITE 204 PALM BEACH GARDENS, FL 33410 Tel: 561.775.8440 Fax: 561.775.8442 mark.raymond@mraymondlaw.com I would be pleased to serve as bond counsel in connection with the incurrence by Town of Gulf Stream, Florida (the "Town") of special assessment debt (the "Debt"), in the amount of not -to -exceed approximately $5,500,000, to finance the cost of placing the electric, cable television and telephone utility facilities that serve the Town and its inhabitants underground (the "Project"). The purpose of this letter is to set forth my role and responsibilities as bond counsel with respect to the Project and the Debt. Bond counsel is engaged as a recognized expert whose primary responsibility is to render an objective legal opinion with respect to the authorization and issuance of the Debt. As bond counsel, I will: a. consult with the Town and its staff to determine the most appropriate method of financing the Project, including the preparation and issuance of any request for financing proposals desired by the Town; b. prepare the resolutions authorizing and securing the Debt and review the resolutions (prepared by others) imposing the special assessments that will serve as the source of repayment (the 'Resolutions"), such other documents as may be required by the financing or which I deem necessary for rendering my opinion, and the forms of such closing documents, certifications, and opinions of counsel as may be required by the terms of the financing and applicable federal and state laws; C. assist in the selection of the financial institution to purchase the Debt and negotiate the terms thereof on behalf of the Town; d. subject to the qualification set forth below, represent the Town in a validation proceeding under Chapter 75, Florida Statutes, including preparation of all necessary pleadings (but not including any appeal of any final judgment); and e. undertake such additional duties as necessary to render my opinion. i' Town of Gulfstream, Florida April 28, 2011 Page 2 Subject to the completion of proceedings to my satisfaction, I will render my opinion that, among other things: a. the Town is duly created and validly existing as municipality of the State of Florida, with authority to adopt the Resolutions, perform the agreements on its part contained therein and incur the Debt; b. the Resolutions have been duly adopted by the Town and constitute valid and binding obligations of Town enforceable against the Town; C. the Resolutions create a valid lien on the funds pledged by the Resolutions for the security of the Debt; d. the Debt has been duly authorized, executed and delivered by the Town and is a valid and binding special obligation of the Town, payable solely from the sources as provided in the Resolutions; e. the interest on the Debt will be excluded from gross income for federal income tax purposes and the Debt and the interest thereon are exempt from present intangible personal property taxes of Florida; f. the Debt has been designated by the Town as a "qualified tax exempt obligation" for purposes of Section 265 of the Internal Revenue Code; and g. the assessments imposed by the Resolutions are enforceable charges against the benefitted parcels in accordance with the Resolutions. The opinion will be executed and delivered by me in written form on the date the Debt is issued in exchange for purchase price (the "Closing") and will be based upon facts and law existing as of that date. Upon delivery of the opinion, my responsibilities as bond counsel would be concluded with respect to this financing. While serving as bond counsel, my client will be the Town and I will represent its interests. My fee as bond counsel will be $20,000 plus out-of-pocket expenses consisting solely of travel (at the IRS approved mileage rate), postage, any filing fees which I pay on behalf of the Town and any overnight delivery charges (at cost). My fee will only be due and payable at Closing, and I will not be paid any fee except at Closing. My expenses will be subject to reimbursement regardless whether any Closing occurs. In the event that the bond validation is contested, as opposed to being a perfunctory proceeding in which the State Attorney only requests that the Town present basic evidence that all proceedings requisite to the imposition of the assessments and incurrence of the debt were Town of Gulfstream, Florida April 28, 2011 Page 3 completed in compliance with law, I will require the assistance of a litigation attorney. I am primarily a public (mance lawyer, not a litigator, and I would not be competent to represent the Town in a contested validation without the assistance of a litigation specialist. In the event of a contest, the Town would need to engage, at its expense, a litigator to work with me. On the other hand, I have successfully handled many non -contested validations. If the foregoing terms are acceptable to you, please so indicate by returning a copy of this letter signed by an appropriate officer by May 28, 2011. I look forward to working with you. Very truly yours,' D Mark E. Raymond Accepted and Approved: TOWN OF GULF STREAM, FLORIDA 111 By: 7 J, 4 Its: 114yor Date: April 28, 2011 MARK E. RAYMOND 4360 NORTHLAKE BOULEVARD SUITE 204 PALM BEACH GARDENS, FL 33410 Tel: 561.775.8440 Email: mark.raymond@mraymondlaw.com Since 1985 I have practiced in the areas of public finance and commercial lending throughout the southeastern United States and California. I have very diverse experience in all types of public finance and commercial lending structures and have represented clients as participants in virtually all roles in these transactions, including bond counsel, underwriter's counsel, issuer's counsel, lender's counsel, special tax counsel, trustee's counsel and credit-enhancer's counsel. My experience includes financings for housing, healthcare, primary and secondary education (both public and private), special assessment, leasing, manufacturing, solid waste (governmental and private), electric, water and wastewater utility, transportation, ports and airports and facilities for various social service and other charitable organizations. I am expert in a wide array of structures, including syndicated credits, asset-backed commercial financing, multi -modal variable rate bonds, commercial paper, pooled loan programs, certificates of participation (lease) structures, and interest rate hedging devices. The scope of my practice is illustrated by the fact that during the period 2007 through 2010, I represented one national bank in 133 separate lending transactions with an aggregate principal value of $2.9 billion. I have served as bond counsel to the following entities in Palm Beach County: Village of Tequesta Jupiter Inlet Colony Town of Jupiter Loxahatchee River Environmental Control District Seacoast Utility Authority Northern Palm Beach County Improvement District Palm Beach Gardens Village of North Palm Beach Town of Lake Park City of Riviera Beach Town of Mangonia Park City of Pahokee City of South Bay Village of Wellington Village of Royal Palm Beach Indian Trail Improvement District Village of Palm Springs City of Atlantis City of Boynton Beach Town of Highland Beach Town of Lantana Town of Ocean Ridge Palm Beach County Health Facilities Authority Palm Beach County Educational Facilities Authority Pahn Beach County Housing Authority Quantum Community Development District Palm Beach County Jupiter Medical Center, Inc. Bethesda Health Care System, Inc. Comprehensive Alcohol Rehabilitation Programs, Inc. Hanley Center, Inc. Good Samaritan Hospital, Inc. Palm Beach Day Academy, Inc. Raymond F. Kravis Center for the Performing Arts, Inc. K -Rain Manufacturing, Inc. Norton Gallery and School of Art, Inc. Henry Morrison Flagler Museum, Inc. Lynn University, Inc. Palm Beach Atlantic University, Inc. The Benjamin School, Inc. The Pine Crest School, Inc. St. Andrew's School, Inc. Jupiter Christian School, Inc. Community Foundation for Palm Beach and Martin Counties, Inc. Gulfstream Goodwill Industries, Inc. The Joseph L., Morse Geriatric Center, Inc. Lourdes -Noreen Mckeen Residence, Inc. South Florida Fair and Palm Beach County Expositions, Inc. Zoological Society of the Palm Beaches, Inc. I earned my B.A. (English) in 1981, my J.D. (with honors), in 1984 and my LL.M. (Masters of Law) in Taxation in 1985 from the University of Florida. I am a member of the Order of the Coif. From 1985 to March, 2007 I practiced with Moyle, Flanigan, Katz, Raymond, White & Krasker, P.A. in West Palm Beach. I joined Holland & Knight in March, 2007 and in 2010 I left Holland & Knight to establish my own firm. Since creating my own firm on January 1, 2010, I have been approved as outside counsel for Bank of America, N.A., Fifth Third Bank and Regions Bank. It is unusual for a solo practitioner to be approved to represent major financial institutions. I am a member of The Florida Bar and the National Association of Bond Lawyers. I am also an Eagle Scout. I have held an "A-V" rating from Martindale -Hubbell since before 2000. I have been listed in The Best Lawyers in America since 2006, in Law & Politics "Florida Super Lawyers" in 2007, in South Florida Legal Guide's Top Lawyers in 2006, 2007, 2008 and 2009, and in Florida Trend's "Legal Elite." I designed my office specifically to meet the needs of my clients. I have state-of-the-art information technology, including a redundant file server/storage device located in a remote hardened location to protect my clients' valuable information and to ensure that I will always be able to deliver service regardless of the conditions in South Florida. I have been married to Jenine since 1984, and we have three children ages 22, 20 and 17 Rita Taylor From: Bill Thrasher Sent: Wednesday, April 20, 2011 3:44 PM To: Rita Taylor Subject: FW: special assessment project -----Original Message ----- From: mark raymond tmailto:mark.raymond@mraymondlaw.com] Sent: Wed 4/20/2011 1:16 PM To: Bill Thrasher Cc: 'Eckloff, Nate' Subject: special assessment project Bill: 2 had lunch today with Nate Eckloff. Nate manages the Florida public finance operation for the investment bank RBC Capital Markets. 2 told Nate about the Gulf Stream project, your stated desire for 20 year financing and my belief based upon recent transactions similar to yours that no commercial bank will offer the Town fixed rate 20 year financing terms. As you may know, in contrast to bank loans, bonds sold through an underwriter typically have terms of 20 years or more. Based upon the limited information about the financing and the town that 2 provided to him, Nate thinks that his firm might be able to sell bonds with a 20 year term. Despite the relatively small size of the issue he expressed an interest in the potential financing, so I suggested that he give you a call to discuss this further. Mark E. Raymond 4360 Northlake Boulevard Suite 204 Palm Beach Gardens, FL 33410 Tel: 561.775.8440 Fax: 561.775.8442 Cell: 561.758.0930 Home Tel: 561.625.1561 Email: mark.raymond@mraymondlaw.com Alt. Email: mer101559@comcast.net Rita Taylor From: Bill Thrasher Sent: Wednesday, April 20, 2011 7:48 PM To: Rita Taylor Subject: FW: resume Attachments: Resume_ Raymond, Mark E.pdf tesume_ Raymond, Mark E.pdf (1... -----Original Message ----- From: mark raymond[mailto:mark.raymond@mraymondlaw.com] Sent: Wed 4/20/2011 4:01 PM To: 'Randolph, John C.'; Bill Thrasher Subject: resume 2 thought it might be useful if you had my resume in advance of Monday's meeting. Please feel free to forward this as you see fit. Mark E. Raymond 4360 Northlake Boulevard Suite 204 Palm Beach Gardens, FL 33410 Tel: 561.775.8440 Fax: 561.775.8442 Cell: 561.758.0930 Home Tel: 561.625.1561 Email: mark.raymond@mraymondlaw.com Alt. Email: mer101559@comcast.net